Arco Vara AS...E-mail: [email protected] Corporate website: Core activities: Construction of...

31
Interim report I quarter and 3 months 2012 Arco Vara AS

Transcript of Arco Vara AS...E-mail: [email protected] Corporate website: Core activities: Construction of...

Page 1: Arco Vara AS...E-mail: info@arcovara.ee Corporate website: Core activities: Construction of buildings (EMTAK 41000) Civil engineering (EMTAK 42000) Specialised construction activities

Interim report I quarter and 3 months 2012

Arco Vara AS

Page 2: Arco Vara AS...E-mail: info@arcovara.ee Corporate website: Core activities: Construction of buildings (EMTAK 41000) Civil engineering (EMTAK 42000) Specialised construction activities

Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

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INTERIM REPORT

FIRST QUARTER OF 2012

(UNAUDITED)

Company name: Arco Vara AS

Registry number: 10261718

Address: Jõe 2b, 10151 Tallinn, Republic of Estonia

Telephone: +372 6 144 630

Fax: +372 6 144 631

E-mail: [email protected]

Corporate website: www.arcorealestate.com

Core activities: Construction of buildings (EMTAK 41000)

Civil engineering (EMTAK 42000)

Specialised construction activities (EMTAK 43000)

Real estate activities (EMTAK 6800)

Financial year: 1 January 2012 – 31 December 2012

Reporting period: 1 January 2012 – 31 March 2012

Supervisory board: Richard Tomingas, Hillar-Peeter Luitsalu, Ragnar Meitern,

Kalev Tanner, Aare Tark

Chief Executive: Lembit Tampere

Auditor: KPMG Baltics OÜ

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

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CONTENTS

DIRECTORS’ REPORT .............................................................................................................................................................................. 4

GROUP CHIEF EXECUTIVE’S REVIEW .................................................................................................................................................... 8

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS .................................................................................................. 17

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME........................................................................................................... 17

CONSOLIDATED STATEMENT OF FINANCIAL POSITION .................................................................................................................... 18

CONSOLIDATED STATEMENT OF CASH FLOWS ................................................................................................................................. 19

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .................................................................................................................... 20

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS ....................................................................... 21

1. SIGNIFICANT ACCOUNTING POLICIES ................................................................................................................ 21 2. SEGMENT REPORTING BY BUSINESS SEGMENTS ............................................................................................... 21 3. REVENUE ....................................................................................................................................................... 21 4. COST OF SALES .............................................................................................................................................. 22 5. MARKETING AND DISTRIBUTION EXPENSES ....................................................................................................... 22 6. ADMINISTRATIVE EXPENSES ............................................................................................................................ 22 7. OTHER INCOME AND OTHER EXPENSES ............................................................................................................ 23 8. FINANCE INCOME AND FINANCE EXPENSES ....................................................................................................... 23 9. BASIC AND DILUTED EARNINGS PER SHARE ...................................................................................................... 23 10. TRADE AND OTHER RECEIVABLES .................................................................................................................. 24 11. INVENTORIES ............................................................................................................................................... 24 12. INVESTMENT PROPERTY ................................................................................................................................ 25 13. LOANS AND BORROWINGS ............................................................................................................................. 25 14. TRADE AND OTHER PAYABLES ....................................................................................................................... 25 15. TRANSACTIONS AND BALANCES WITH RELATED PARTIES ................................................................................. 26 16. CONTINGENT ASSETS AND LIABILITIES ............................................................................................................ 27 17. EVENTS AFTER THE REPORTING DATE ............................................................................................................ 29 18. GROUP STRUCTURE ..................................................................................................................................... 30

STATEMENT BY THE MEMBER OF THE MANAGEMENT BOARD ........................................................................................................ 31

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

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Directors’ report

Arco Vara group

Arco Vara AS and other entities of Arco Vara group (the “Group”) are engaged in various aspects of the real estate

business. The Group’s three business lines – services, development and construction have been organised into

corresponding divisions that provide a broad range of real estate services.

At the end of the first quarter of 2012, the Group comprised of 28 companies (31 March 2011: 27).

The Service division is engaged in real estate brokerage, valuation, management and consulting as well as in short-term

investment in residential real estate.

The Development division develops complete living environments and commercial real estate. Fully developed housing

solutions are sold to the end-consumer. Commercial properties are developed until they start generating cash flow after

which they are sold to a real estate fund or another developer. Despite the strategy, the Group is currently holding some

income-yielding commercial properties because they have not been developed to their full potential.

The Construction division provides general construction and environmental engineering services, operating as a general

contractor and construction manager as well as a subcontractor.

The performance of all divisions is subject to seasonal fluctuations. The transaction volumes of the Service division usually

increase in autumn and spring and the Construction division’s turnover and the Development division’s investment

volumes decline in the winter.

The Group regards Estonia, Latvia and Bulgaria as its home markets.

Mission, vision and shared values

The mission of Arco Vara is to be a comprehensive and valued provider of real estate solutions.

The vision of Arco Vara is to become a symbol of real estate.

Our core values include:

Partnership – our client is our partner

Reliability – we are reliable, open and honest

Professionalism – we deliver quality

Consideration – we value our clients as individuals

Responsibility – we keep our promises

Page 5: Arco Vara AS...E-mail: info@arcovara.ee Corporate website: Core activities: Construction of buildings (EMTAK 41000) Civil engineering (EMTAK 42000) Specialised construction activities

Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

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GROUP STRUCTURE

As at 31 March 2012

SUBSIDIARIES JOINTLY CONTROLLED ENTITIES OTHER

100%

100% 100%

100%

75%

100%70%

50%

100% 100%

100%

49.4% 100%

100%

100% 50%

100% 4%

100%

100%

100%

100%

100% 100%

50%

100%100%

100%78.5%

40%

100% 100%

100%100%

55%

<10%

SUBSIDIARIES JOINTLY CONTROLLED ENTITIES OTHER

Arco Facility Management EOOD

AD Saulkrasti SIA

AIP Projekti OÜ

Arco HCE OÜ

Arco Investmets TOV

Saaremaa Golf AS

Arco Vara Kinnisvarabüroo AS

Bišumuižas Nami SIA

Kerberon OÜ

Arco Capital Real Estate SRL

Adepto SIA

AR

CO

VA

RA

AS

AR

CO

IN

VE

ST

EE

RIN

GU

TE

AS

Arco Invest EOOD

Tempera Ehitus OÜbankrupt

Fineprojekti OÜ

AE Ehitusjuhtimine OÜ

Arco Vara Ärikinnistute OÜ

Arco Projects EOOD

Arco Invest UAB

Arco Real Estate SIA

AR

CO

EH

ITU

S O

Ü CO

NS

TR

UC

TIO

N

Pärnu Turg OÜ

Kolde AS

Marsili II SIA

Arco Real Estate EOOD

Waldrop Investments OÜ

DE

VE

LOP

ME

NT

Ulmana Gatves Nami SIA

AR

CO

RE

AL

ES

TA

TE

AS

Arco Development SIA

Koduküla OÜ

Arco Development UAB

SE

RV

ICE

Sportings Riga SIA

T53 Maja OÜ

Tivoli Arendus OÜ

Arco Property Management SIA

Balti Kindlus Kinnisvara OÜ

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

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CHANGES IN GROUP STRUCTURE Changes in Group structure after the date of the interim report

On 27 April 2012, Arco Vara AS’s wholly-held subsidiary Arco Investeeringute AS sold its 49.4% stake in the joint venture

Bišumuižas Nami SIA for 2 euros to the co-venturer SIA Linstow Baltic. Through the transaction, the Group disposed of its

interest in Bišumuižas Nami SIA and SIA Linstow Baltic became the sole shareholder of the entity. The transaction had no

significant effect on the Group’s financial position and financial performance. However, by divesting the interest the Group

also disposed of a potential obligation to support the joint venture in the development of apartment buildings and in

servicing loan liabilities.

Through the transaction, the Group’s interest in Bišumuižas Nami SIA’s subsidiary Sportings Riga SIA decreased from

49.4% to 0%.

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

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KEY PERFORMANCE INDICATORS

• The Group ended the first quarter of 2012 with revenue of 3.6 million euros. Revenue for the first quarter of 2011

was 13.3 million euros (including 8.3 million euros earned on the sale of the Tivoli properties). Excluding the effect

of the Tivoli transaction, revenue for the first quarter of 2012 was 27% smaller than a year ago.

• Operating loss for the period was 0.5 million euros. Compared with the first quarter of 2011 when the figure was

0.9 million euros, operating loss has decreased by 48%.

• Net loss for the first quarter was 0.9 million euros, a 35% decrease from the net loss of 1.3 million euros incurred

in the first quarter of 2011.

• Equity to assets ratio at period-end was 40.1% (31 December 2011: 39.7%). Return on equity (12 months rolling)

was negative.

• At the end of the first quarter, the Group’s order backlog stood at 12.9 million euros compared with 19.0 million

euros at the end of the first quarter of 2011.

• During the first quarter, the Group sold 4 apartments and plots (Q1 2011: 13 apartments and plots) in its self-

developed projects.

Q1 2012 Q1 2011

In millions of euros

Revenue 3.6 13.3

Operating loss -0.5 -0.9

Net loss -0.9 -1.3

EPS (in euros) -0.18 -0.28

Total assets at period-end 57.7 65.5

Invested capital at period-end 47.1 53.2

Net loans at period-end 22.3 24.4

Equity at period-end 23.1 26.5

Average loan term (in years) 2.3 2.1

Average interest rate of loans (per year) 6.9% 7.0%

ROIC (rolling, 4 quarters) neg 1.2%

ROE (rolling, 4 quarters) neg neg

Number of staff at period-end 140 150

FORMULAS USED

Invested capital = current interest-bearing liabilities + non-current liabilities + equity (at end of period) Net loans = current interest-bearing liabilities + non-current liabilities – cash and cash equivalents – short-term investments in securities (at end of period) Equity to assets ratio = equity at end of period / total assets at end of period Average equity = past four quarters’ equity at end of period / four Return on equity (ROE) = past four quarters’ net profit / average equity Average invested capital = past four quarters’ current interest-bearing liabilities, non-current liabilities and equity / four Return on invested capital (ROIC) = past four quarters’ profit before tax and interest expense / average invested capital Earnings per share (EPS) = net profit attributable to owners of the parent / (weighted average number of ordinary shares outstanding during the period – own shares)

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 8

Group Chief Executive’s review

At the date of release of this report, the most important event of 2012 has been a change in the composition of the

supervisory board of Arco Vara AS. Since the reporting date, three independent supervisory board members, Ragnar

Meitern, Kalev Tanner and Aare Tark, have resigned and Toomas Tool, Stephan David Balkin and Aivar Pilv have been

elected in their place. Now, three of the company’s largest shareholders who together hold over 62% of the votes

represented by shares are represented on the supervisory board.

The first quarter net loss of 0.9 million euros results mainly from the sale of an investment property, i.e. a right of

superficies at Kadaka tee 131 in Tallinn. Corresponding information has already been disclosed earlier. In other respects,

the Group’s performance met expectations and was more profitable than in the second half of 2011.

In the first quarter of 2012, we sold four apartments in Arco Vara’s projects: one in Estonia and three in Latvia. The figure

does not include the apartments sold in the recently completed Manastirski apartment block and the two Kodukolde

apartment buildings that will be completed in June, because currently we have concluded only contracts under the law of

obligations there (presale contracts). The sales of those apartments will be included in revenue from the second quarter.

As regards major ongoing work, the large-scale Tivoli apartment project is in the design phase and we have invited tenders

from potential builders. The construction of phase VI in the Kodukolde project (48 apartments) at Helme 16 in Tallinn,

which was started in the second quarter of 2011, will be completed in June 2012. By the end of the first quarter, 52% of the

new Kodukolde apartments had been reserved. We have also started development of a residential building with 14

apartments in Tehnika street in Tallinn. Construction term is14 months, pre-sale began in May 2012.

We have completed the construction of 7,000 square metres in phase I of the Manastirski project in Bulgaria. By the

reporting date, 65% of the apartments in phase I had been reserved. In the commercial and residential building Boulevard

Residence Madrid in Sofia, we continue to lease out commercial premises, to deliver reserved apartments under real right

contracts (final contracts by which title is transferred), and to sell the remaining free apartments.

In the Bišumuiža 1 apartment project in Latvia, we will complete the fourth building of stage II (14 apartments) in June

2012. In addition to selling the apartments of Bišumuiža 1, we continue realising plots in the Mazais Baltezers project.

Completion of development projects has a strong impact on the Group’s revenue, because sales are recognised as

revenue when construction has been completed, not when it is in progress.

To improve the Group’s liquidity and reduce its liabilities, the Group’s subsidiary OÜ Kerberon sold the right of superficies

at Kadaka tee 131 in Tallinn. By divesting a business and warehouse complex on the property, the Group reduced its

liabilities by 2.2 million euros and improved its liquidity although the transaction resulted in a loss of 0.7 million euros.

In the first quarter of 2012, the Service division performed better than a year ago, generating revenue of 573 thousand

euros, 13% up on a year ago. The number of brokerage transactions increased by 11% and the number of valuation

reports issued grew by 9% year over year. At the same time, the number of brokers increased by only 1% and the number

of appraisers remained stable. During the period, the Service division began offering valuation services in Bulgaria.

In the first quarter of 2012, the Construction division secured new construction contracts of 2.9 million euros. At the

reporting date, the order backlog stood at 12.9 million euros against 19.0 million euros at the end of the first quarter of

2011. The Construction division ended the first quarter with an operating profit of 0.4 million euros compared with an

operating loss of 0.1 million euros incurred in the first quarter of 2011.

After the reporting date, in April 2012, the Group sold its stake in the joint venture Bišumuižas Nami SIA to the co-venturer

SIA Linstow Baltic. The Group sought possibilities for exiting the project for over a year. Through the transaction, the

Group disposed of the obligation to support the joint venture in the development of apartment buildings and in servicing

loan liabilities. In 2011 we financed the joint venture to the extent of 0.3 million euros and Bišumuižas Nami SIA’s loan

liabilities alone totalled 14 million euros.

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 9

In the first quarter, the Group’s loans and borrowings decreased by 1 million euros while equity to assets ratio remained

more or less stable at around 40%. The weighted average interest rate of interest-bearing loans and borrowings has

decreased by 0.1 percentage points compared with a year ago, mainly in connection with a decline in EURIBOR. The

weighted average duration of loans and borrowings has extended slightly, from 2.1 years to 2.3 years.

REVENUE AND PROFIT

Q1 2012 Q1 2011

In millions of euros

Revenue

Service

0.6 0.5

Development

0.7 9.9

Construction

2.4 2.9

Eliminations

-0.1 0.0

Total revenue

3.6 13.3

Operating profit/loss

Service

0.0 0.0

Development

-0.6 -0.6

Construction

0.4 -0.1

Eliminations

0.0 0.1

Unallocated income and expenses, net

-0.3 -0.3

Total operating loss

-0.5 -0.9

Interest income and expense, net

-0.4 -0.4

Net loss

-0.9 -1.3

The Development division’s revenue for the first quarter of 2011 was significantly impacted by the sale of inventory of 8.3

million euros to joint venture Tivoli Arendus OÜ.

CASH FLOWS

Q1 2012 Q1 2011

In millions of euros

Cash flows from operating activities

-1.2 -0.7

Cash flows from investing activities

1.0 -0.4

Cash flows from financing activities

-0.3 -0.9

Net cash flow

-0.4 -2.0

Cash and cash equivalents at beginning of period

2.2 4.2

Cash and cash equivalents at end of period

1.8 2.2

At 31 March 2012, the largest current liabilities to be settled in the next 12 months comprised:

• estimated principal repayments to be made on the sale of reserved premises and payments under the settlement

schedule of the loan taken for the Boulevard Residence Madrid project in Sofia of 2.5 million euros;

• repayments of the loan taken for the Manastirski project of 1.9 million euros;

• repayments of the construction loan taken by AS Kolde of 2.4 million euros;

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 10

• repayments of the loan taken for the Bišumuiža 1 project of 0.5 million euros.

In the first quarter of 2012, the Group made repayments of the loan taken for the Bišumuiža-1 project in Riga and repaid

the Kerberon loan in full. The Group also made scheduled repayments of loans taken for its cash flow generating projects

and followed the principal repayments schedule agreed for the bank loan taken by Koduküla OÜ.

SERVICE DIVISION

In the first quarter of 2012, the Service division performed better than a year ago, ending the period with an operating loss

of 5 thousand euros compared with an operating loss of 32 thousand euros for the first quarter of 2011. Revenue for the

first quarter of 2012 was 573 thousand euros, 13% up on the first quarter of 2011. The number of brokerage transactions

increased by 11% and the number of valuation reports issued grew by 9% year over year. At the same time, the number of

brokers increased by only 1% and the number of appraisers remained stable.

Q1 2012 Q1 2011 Change, %

Number of completed brokerage transactions

313 281 11%

Number of projects on sale at end of period

162 158 3%

Number of valuation reports issued

1,382 1,270 9%

Number of appraisers at end of period¹

39 39 0%

Number of brokers at end of period¹

75 69 1%

Number of staff at end of period

45 49 -8% ¹ Includes people working under service contracts

DEVELOPMENT DIVISION

In the first quarter of 2012, four apartments were sold in Arco

Vara’s projects: three apartments in the Bišumuiža project in

Latvia and one apartment in the Kodukolde project in Estonia. It

should be noted that the figure does not yet include the

apartments sold in the recently completed apartment block in

the Manastirski project and the two apartment buildings, which

will be completed in the Kodukolde project in June. In those

projects currently only contracts under the law of obligations

have been signed (under Estonian legislation, in a real estate

transaction a contract under the law of obligations is signed when the buyer makes a prepayment and the parties agree

the terms and conditions of sale, thus it is essentially a presale contract; title to the property transfers under a real right

contract, which is usually signed when the real estate is complete). The sales of those apartments will be included in the

division’s revenue from the second quarter.

230

277 291 292 281

345

419

366

313

0

50

100

150

0

50

100

150

200

250

300

350

400

450

Q1/10 Q2/10 Q3/10 Q4/10 Q1/11 Q2/11 Q3/11 Q4/11 Q1/12

Brokerage deals Brokers

910

1 083

1 014

1 189 1 270

1 5081 612

1 432 1 382

0

10

20

30

40

50

0

200

400

600

800

1 000

1 200

1 400

1 600

1 800

Q1/10 Q2/10 Q3/10 Q4/10 Q1/11 Q2/11 Q3/11 Q4/11 Q1/12

Valuation reports Appraisers

30

2327

49

13

43

2530

4

Q1/10 Q2/10 Q3/10 Q4/10 Q1/11 Q2/11 Q3/11 Q4/11 Q1/12

Apartments and plots sold

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 11

In 2011 the Development division found a partner, International Invest Project OÜ, for the Tivoli project and raised

financing for the construction of phase I. Last year contaminated land was remediated and design work began. In the

fourth quarter, Tivoli Arendus OÜ obtained a permit for the construction of six residential buildings. According to plan,

construction work will begin in the summer of 2012.

Phase V of the Kodukolde development project (50 apartments) was completed in June 2011. By the end of the first

quarter of 2012, all apartments in that phase had been sold. The construction of phase VI at Helme 16 in Tallinn (48

apartments) began in the second quarter of 2011. The work is performed and substantially financed by AS Merko Ehitus

Eesti. The buildings are scheduled for completion in June 2012. By the end of the first quarter, half of the apartments in

phase VI had been reserved on the basis of contracts under the law of obligations.

In January 2012, the division obtained a permit for the construction of a residential and commercial building of energy

class B called Kastanimaja (Chestnut House), designed to be located at Tehnika 53 in Tallinn. Construction of the building

was put out to tender in the first quarter of 2012. To date, the best two bidders have been selected and negotiations on

signing a construction contract are under way. According to plan, construction work should be completed within 14 months.

Preliminary sale of apartments began in May 2012.

During the period, the division completed the construction of phase I in the Manastirski project in Bulgaria. As at 31 March

2012, 65% of the apartments were reserved. In the commercial and residential building Boulevard Residence Madrid in

Sofia the division continues to lease out commercial premises, to deliver reserved apartments under real right contracts,

and to sell the remaining free apartments.

In June 2012, the fourth building (14 apartments) will be completed in phase II of the Bišumuiža 1 apartment buildings

development project in Latvia. Altogether, phase II consists of five buildings.

At the end of March 2012, the Development division employed 25 people (31 December 2011: 24).

For further information on our projects, please refer to: www.arcorealestate.com/development.

CONSTRUCTION DIVISION

The Construction division specialises in environmental

and civil engineering.

At the end of the first quarter of 2012, the largest contracts

in progress included the design and build of the

reconstruction and extension of the public water and

wastewater systems of the Suure-Jaani rural municipality

(two phases with a total remaining balance of 3.9 million

euros), the construction of the Paide wastewater treatment

plant (remaining balance 2.7 million euros), the design and

build of water and wastewater pipelines for the city of Loksa (remaining balance 2.5 million euros) and the construction of

the Kuusalu public water and wastewater network (remaining balance 2 million euros).

In the first quarter of 2012, the division secured new construction contracts of 2.9 million euros. At the reporting date, the

order backlog stood at 12.9 million euros compared with 19.0 million euros at the end of the first quarter of 2011.

At the end of March 2012, the Construction division employed 53 people (31 December 2011: 58).

8,06,0 6,3

16,8

19,0

13,5

8,6

11,712,9

5,3

0,83,2

12,9

4,3

0,0

3,6 3,0 2,9

3% 2% 0% 0% 0%02468

101214161820

Q1/10 Q2/10 Q3/10 Q4/10 Q1/11 Q2/11 Q3/11 Q4/11 Q1/12

mEU

R

Backlog, MEUR New orders, MEUR Internal sales, %

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 12

SUMMARY TABLE OF MAJOR PROJECTS

Project type

Project name

Location Legal interest Building rights according to business plan

Current status Classification in the statement of financial position

Commercial Ahtri 3 Estonia, Tallinn 50% 48,518m2 Building rights have been obtained. Investments in joint

ventures Project type

Project name

Location Legal interest Leasable area Current status Classification in the statement of financial position

Cash flow Madrid Bulgaria, Sofia 100% 7,221 m2 Building rights have been obtained.

Generates cash flow. Investment property

Cash flow Pärnu market Estonia, Pärnu 100% 2,529 m2 Building rights have been obtained.

Generates cash flow. Investment property

Project type

Project name

Location Legal interest Building rights according to business plan

Current status Classification in the statement of financial position

Apartments Bišumuiža 1 Latvia, Riga 70% Area of unsold apartments 11,697 m2

Construction and sale are under way. The fourth building in phase II will be completed in June 2012 (phase II consists of 5 buildings).

Inventories

Apartments Bišumuiža 2 Latvia, Riga 49% 87,737 m2 Arco Vara disposed of its interest in the entity in April 2012.

Investments in joint ventures

Apartments Hills Lithuania, Vilnius 100% 6,500 m2 Building rights have been obtained. Inventories

Apartments Kodukolde Estonia, Tallinn 100% Area of unsold/ unreserved

apartments 1,766 m2

Construction of phase VI will be completed in June 2012. Sale of apartments is under way.

Inventories

Apartments Madrid Bulgaria, Sofia 100% Area of unsold/ unreserved

apartments 2,563 m2. The building is complete, sales continue. Inventories

Apartments Manastirski Bulgaria, Sofia 100%

Area of unsold/ unreserved apartments and commercial premises 2,349 m2

Construction of phase I (Block C) is complete. On sale. Inventories

Apartments Paldiski mnt 70c

Estonia, Tallinn 33% ca 34,000 m2 The initial planning outline for the detailed

plan is under preparation. Investment property

Apartments Tehnika 53 Estonia, Tallinn 100% 1,515 m2

The detailed plan has been adopted. The construction permit has been obtained. The contract has been put out to tender.

Inventories

Apartments Tivoli Estonia, Tallinn 50% 58,470 m2

The detailed plan has been adopted. The construction permit has been obtained. The contract has been put out to tender.

Investments in joint ventures

Plots Baltezers-3 Latvia, Riga 70% 604,674 m2 residential land

Land has been privatised. The right of superficies has been obtained. 188 plots. Preparations for construction of phase I infrastructure are under way (phase I comprises 33 plots).

Investment property

Plots Baltezers-5 Latvia, Riga 100% No of unsold plots 22 Building rights have been obtained. Construction has been completed. On sale.

Inventories

Plots Palusambla 1 Estonia, Nõmme 100% 55,466 m2

The detailed plan for the formation of 12 plots for one detached building each is in the final phase of adoption.

Inventories

Plots Pärtli Estonia, Saue 100% 84 plots, average plot

1,500 m2

No building rights. The detailed plan process is under way. Is awaiting an improvement in the market situation.

Investment property

Plots Tooma Estonia, Saue 100% 107 plots, average plot

1,802 m2

No building rights. The detailed plan process is under way. Is awaiting an improvement in the market situation.

Inventories

Plots Vahi Estonia, Vääna 100% 21 plots, average plot

3,363 m2

Building rights have been obtained. Construction design documentation has been prepared. Is awaiting an improvement in the market situation.

Inventories

Note: The development and success of the Group’s development projects depend largely on external factors, particularly on the adoption of plans and the issue of construction permits by the local government and the planning authorities. The information presented in the table, such as building rights according to business plan, current status, project type and classification of the project in the statement of financial position, has been recorded based on management’s intentions and best judgment and may change in line with changes in the planning process. Expectations of the projects’ realisation may also change over time in connection with changes in the market situation and the competitive environment. Management estimates the value of the projects portfolio on an ongoing basis and is prepared to sell any project or part of a project at any time, depending on the results of the cost-benefit analysis.

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 13

PEOPLE

At the end of the first quarter of 2012, the Group employed 140 people compared with 150 at the end of the first quarter of

2011. Employee remuneration expenses for the first quarter of 2012 totalled 0.9 million euros. The figure for the first

quarter of 2011 was also 0.9 million euros.

The first quarter remuneration of the parent company’s member of the management board and members of the

supervisory board amounted to 57 thousand euros. A year ago the corresponding figure was 51 thousand euros.

Since 5 September 2009, the Group’s management board has had one member - Lembit Tampere.

SHARE AND SHAREHOLDERS

Arco Vara AS has issued a total of 4,741,707 shares. At 31 March 2012, the company had 1,838 shareholders and the

share price closed at 2.24 euros, an 8.74% increase on the previous year-end.

The following charts reflect movements in the price and daily turnover of the Arco Vara share in the first quarter of 2012: In euros (EUR)

Changes in share price compared with the benchmark index OMX Tallinn in the first quarter of 2012:

Page 14: Arco Vara AS...E-mail: info@arcovara.ee Corporate website: Core activities: Construction of buildings (EMTAK 41000) Civil engineering (EMTAK 42000) Specialised construction activities

Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 14

Holdings of members of the management and supervisory boards at 31 March 2012 Position Number of

shares held Interest, %

Lembit Tampere Member of Management Board 0 0% Richard Tomingas (Toletum OÜ) Chairman of Supervisory Board 1,024,681 21.6% Hillar-Peeter Luitsalu (HM Investeeringud OÜ, connected persons) Member of Supervisory Board 1,034,845 21.8% Aare Tark Member of Supervisory Board 0 0% Kalev Tanner Member of Supervisory Board 0 0% Ragnar Meitern Member of Supervisory Board 0 0% Total 2,059,526 43.4%

Index/equity 1 January 2012 31 March 2012 +/-%

OMX Tallinn 531.17 602.62 +13.45

ARC1T EUR 2.06 EUR 2.24 +8.74

Major shareholders at 31 March 2012 Number of shares Interest, % OÜ HM INVESTEERINGUD OÜ 1,025,338 21.62% OÜ TOLETUM 1,024,681 21.61% OÜ BALTPLAST 900,000 18.98% GAMMA HOLDING OÜ 453,196 9.56% FIREBIRD REPUBLICS FUND LTD 205,064 4.32% Skandinaviska Enskilda Banken Ab Clients 183,709 3.87% Central Securities Depository of Lithuania 134,653 2.84% FIREBIRD AVRORA FUND, LTD. 106,897 2.25% FIREBIRD FUND L.P. 86,600 1.83% Other 621,569 13.12% Total 4,741,707 100.0%

Page 15: Arco Vara AS...E-mail: info@arcovara.ee Corporate website: Core activities: Construction of buildings (EMTAK 41000) Civil engineering (EMTAK 42000) Specialised construction activities

Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 15

DESCRIPTION OF THE MAIN RISKS Credit risk

Credit risk exposure is the greatest at the Construction division. Accordingly, counterparties’ settlement behaviour is

monitored on an ongoing basis.

Liquidity risk

The Group’s free funds are placed in overnight or short-term fixed-interest term deposits with the largest banks operating

in Estonia. The duration of a term deposit is generally one week. Owing to high refinancing risk, cash flow management is

tight. The Group’s cash and cash equivalents balance is constantly smaller than the balance of loans that require

refinancing in the next 12 months. At 31 March 2012, the weighted average duration of interest-bearing liabilities was 2.3

years, which means that on average all loans need to be refinanced every two years. Although at the end of the first

quarter of 2012 the Group’s cash and cash equivalents totalled 1.8 million euros, 1.1 million euros of this was under the

Group’s own control but the rest was in accounts with restricted withdrawal opportunities (mostly accounts of designated

purpose where withdrawals require the bank’s consent). Liquidity and refinancing risks continue to be the most significant

risks for the Group.

Interest rate risk

The base currency of most of the Group’s loan agreements is the euro and the base interest rate is 3 or 6 month

EURIBOR. As a result, the Group is exposed to developments in international capital markets. At the moment, the Group

does not use hedging instruments to mitigate its long-term interest rate risk. In the first quarter of 2012, the Group’s

interest-bearing liabilities decreased by 1.0 million euros to 23.4 million euros at 31 March 2012. The period’s interest

payments on interest-bearing liabilities totalled 0.4 million euros. Compared with the first quarter of 2011, the weighted

average interest rate has decreased from 7% to 6.9%.

Currency risk

Purchase and sales contracts are mostly signed in local currencies: euros (EUR), Latvian lats (LVL) and Bulgarian levs

(BGN). The Group is not protected against currency devaluations. After the adoption of the euro in Estonia from 1 January

2011, the currency risk arising from the exchange rate of the Estonian kroon and the euro ceased to exist. Most liquid

funds are held in short-term deposits denominated in euros.

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 17

Condensed consolidated interim financial statements

Consolidated statement of comprehensive income

Note Q1 2012 Q1 2011

In thousands of euros

Revenue from rendering of services

3,368 3,737

Revenue from sale of goods

260 9,522

Total revenue 2, 3

3,628 13,259

Cost of sales 4

-2,815 -12,692

Gross profit

813 567

Other income 7

192 5

Marketing and distribution expenses 5

-82 -102

Administrative expenses 6

-697 -1,361

Other expenses 7

-716 -43

Operating loss

-490 -934

Finance income 8

22 34

Finance expenses 8

-394 -421

Loss before tax

-862 -1,321

Loss for the period

-862 -1,321

Loss attributable to owners of the parent

-847 -1,334

Profit/loss attributable to non-controlling interests

-15 13

Total comprehensive expense for the period

-862 -1,321

Earnings per share (in euros) 9

- Basic

-0.18 -0.28

- Diluted

-0.18 -0.28

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 18

Consolidated statement of financial position

Note 31 March 2012 31 December 2011

In thousands of euros

Cash and cash equivalents

1,787 2,209

Trade and other receivables 10

7,648 7,012

Prepayments

397 433

Inventories 11

23,178 21,564

Non-current assets held for sale

0 469

Total current assets

33,010 31,687

Investments in equity-accounted investees

4 4

Other investments

8 8

Trade and other receivables 10

3,135 3,058

Deferred income tax asset

250 250

Investment property 12

20,306 24,046

Property, plant and equipment

920 934

Intangible assets

25 26

Total non-current assets

24,648 28,326

TOTAL ASSETS

57,658 60,013

Loans and borrowings 13

9,425 9,662

Trade and other payables 14

6,930 7,735

Deferred income

2,304 2,012

Provisions

1,201 1,205

Total current liabilities

19,860 20,614

Loans and borrowings 13

13 929 14 675

Other payables 14

748 741

Total non-current liabilities

14,677 15,416

TOTAL LIABILITIES

34,537 36,030

Share capital

3,319 3,319

Statutory capital reserve

2,011 2,011

Retained earnings

17,791 18,653

Total equity

23,121 23,983

Equity attributable to non-controlling interests

140 155

Equity attributable to equity holders of the parent

22,981 23,828

TOTAL LIABILITIES AND EQUITY

57,658 60,013

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 19

Consolidated statement of cash flows

Note Q1 2012 Q1 2011

In thousands of euros

Loss for the period

-862 -1,321

Interest income and interest expense, net 8

321 355

Loss on sale of investment property 7

712 0 Depreciation, amortisation and impairment losses on property, plant and equipment and intangible assets 4, 6

23 25

Foreign exchange gains and losses, net 8

3 4

Operating cash flow before working capital changes

197 -937

Change in receivables and prepayments

169 -1,866

Change in inventories

-953 1,504

Change in payables and deferred income

-575 591

NET CASH USED IN OPERATING ACTIVITIES

-1,162 -708

Acquisition of property, plant and equipment and intangible assets

-12 -2

Paid on development of investment property

0 -557

Proceeds from sale of investment property

1,140 177

Acquisition of investments in subsidiaries and joint ventures

0 1

Loans granted 15

-63 -67

Repayment of loans granted

0 29

Other payments related to investing activities

-29 0

Interest received

3 24

NET CASH FROM/USED IN INVESTING ACTIVITIES

1,039 -395

Proceeds from loans received 13

261 504

Settlement of loans and finance lease liabilities 13

-165 -876

Interest paid

-393 -537

Other payments related to financing activities

-2 0

NET CASH USED IN FINANCING ACTIVITIES

-299 -909

NET CASH FLOW

-422 -2,012

Cash and cash equivalents at beginning of period

2,209 4,209

Decrease in cash and cash equivalents

-422 -2,012

Cash and cash equivalents at end of period

1,787 2,197

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 20

Consolidated statement of changes in equity

Equity attributable to equity holders of the parent Non-

controlling interests

Total equity Share capital Statutory

capital reserve Retained earnings

Total

In thousands of euros

Balance at 31 December 2010

3,030 2,011 22,857 27,898

-70

27,828

Change in non-controlling interests (through change in the Group’s interests in subsidiaries)

0 0 -232 -232

232

0

Total comprehensive expense for the period

0 0 -1,334 -1,334

13

-1,321

Balance at 31 March 2011

3,030 2,011 21,291 26,332

175

26,507

Balance at 31 December 2011

3,319 2,011 18,498 23,828

155

23,983

Total comprehensive expense for the period

0 0 -847 -847

-15

-862

Balance at 31 March 2012

3,319 2,011 17,651 22,981

140

23,121

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 21

Notes to the condensed consolidated interim financial statements

1. Significant accounting policies

The unaudited condensed consolidated interim financial statements of Arco Vara AS for the first quarter of 2012 have been

prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The

condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial

Reporting, using the same accounting policies and measurement bases that were applied in preparing the consolidated

financial statements as at and for the year ended 31 December 2011. The financial statements are presented in euros.

The figures in the tables are in thousands of currency units unless otherwise indicated.

2. Segment reporting by business segments The Group is organised into the following business segments: Development - real estate development: development of residential and commercial environments and long-term investment in real estate; Service - real estate services: real estate brokerage, valuation, management and short-term investment in real estate; Construction - general and sub-contracting and construction supervision in the field of buildings construction and civil and environmental engineering. Revenue and operating profit by business segment

Segment Development Service Construction Unallocated

items Eliminations

Consolidated

Q1

2012 Q1

2011 Q1

2012 Q1

2011 Q1

2012 Q1

2011 Q1

2012 Q1

2011 Q1

2012 Q1

2011

Q1 2012

Q1 2011

In thousands of euros

External revenue 765 9,888 501 452 2,362 2,918 0 1 0 0

3,628 13,259

Change -92% 315% 11% 31% -19% 96%

-73%

Inter-segment revenues 6 2 72 54 0 0 -78 -56

0 0

Total revenue 771 9,890 573 506 2,362 2,918 0 1 -78 -56

3,628 13,259

Operating profit/loss -603 -626 -5 -32 381 -60 -339 -333 76 117

-490 -934

Assets and liabilities by operating segment

Segment Development Service Construction Unallocated assets and

liabilities Consolidated

31 March

2012 31 December

2011 31 March

2012 31 December

2011 31 March

2012 31 December

2011 31 March

2012 31 December

2011 31 March

2012 31 December

2011 In thousands of euros

Assets 49,483 52,588 427 405 5,692 5,460 2,056 1,560 57,658 60,013

Liabilities 28,390 29,716 243 281 5,792 5,932 112 101 34,537 36,030

3. Revenue Q1 2012 Q1 2011

In thousands of euros

Revenue from construction services

2,463 2,898

Revenue from brokerage services

452 316

Rental income

383 374

Revenue from sale of properties¹

260 9,522

Revenue from property management services

53 134

Other revenue

17 15

Total revenue

3,628 13,259

¹ The figure for Q1 2011 includes income of 8,309 thousand euros earned on the sale of a property to the Group’s joint venture Tivoli Arendus OÜ.

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 22

4. Cost of sales Q1 2012 Q1 2011

In thousands of euros

Cost of construction services purchased

-1,898 -2,649

Personnel expenses

-470 -424

Cost of properties sold¹

-236 -9,321

Management and administration costs

-132 -233

Vehicle expenses

-45 -43

Depreciation, amortisation and impairment losses

-5 -3

Other costs

-29 -19

Total cost of sales

-2,815 -12,692

¹ The figure for Q1 2011 includes the cost of inventory of 8,300 thousand euros sold to the Group’s joint venture Tivoli Arendus OÜ.

5. Marketing and distribution expenses Q1 2012 Q1 2011

In thousands of euros

Advertising expenses

-34 -55

Brokerage fees

-18 0

Personnel expenses

-11 -17

Market research expenses

-2 -17

Other marketing and distribution expenses

-17 -13

Total marketing and distribution expenses

-82 -102

6. Administrative expenses Q1 2012 Q1 2011

In thousands of euros

Personnel expenses

-409 -428

Office expenses

-137 -129

Legal and consulting fees

-64 -643

Vehicle expenses

-40 -44

Depreciation, amortisation and impairment losses

-18 -22

Other expenses

-29 -95

Total administrative expenses

-697 -1,361

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 23

7. Other income and other expenses Other income

Q1 2012 Q1 2011

In thousands of euros

Gains on sale of other assets¹

191 0

Miscellaneous income

1 5

Total other income

192 5

¹ Gains on sale of non-current assets held for sale in January 2012 when the Group’s subsidiary Arco Ehitus OÜ sold a property at Odra 16 in Tallinn.

Other expenses

Q1 2012 Q1 2011

In thousands of euros

Loss on sale of investment property¹

-712 0

Late payment interest and penalty charges

-1 -32

Miscellaneous expenses

-3 -11

Total other expenses

-716 -43

¹ The loss on the sale of investment property arose in February 2012 when the Group’s subsidiary Kerberon OÜ sold a right of superficies.

8. Finance income and finance expenses Finance income

Q1 2012 Q1 2011

In thousands of euros

Interest income

22 34

Total finance income

22 34

Finance expenses

Q1 2012 Q1 2011

In thousands of euros

Interest expense

-343 -389

Foreign exchange losses

-3 -4

Other finance expenses

-48 -28

Total finance expenses

-394 -421

9. Basic and diluted earnings per share

Basic earnings per share are calculated by dividing profit or loss attributable to ordinary equity holders of the parent by the

weighted average number of ordinary shares outstanding during the period.

Q1 2012 Q1 2011

Weighted average number of ordinary shares outstanding during the period

4,741,707 4,741,707

Net loss attributable to equity holders of the parent (in thousands)

-847 -1,334

Earnings per share (in euros)

-0.18 -0.28

Diluted earnings per share are calculated by adjusting the profit or loss attributable to equity holders of the parent and the

weighted average number of shares outstanding for the effects of all dilutive potential ordinary shares. At the reporting

date, the Group did not have any dilutive potential ordinary shares. Therefore, diluted earnings per share equalled basic

earnings per share.

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 24

10. Trade and other receivables Short-term trade and other receivables 31 March 2012 31 December 2011

In thousands of euros

Trade receivables

Trade receivables

5,586 4,874

Impairment allowance

-130 -130

Total trade receivables

5,456 4,744

Other receivables

Loans granted

701 634

Miscellaneous receivables

517 517

Total other receivables

1,218 1,151

Accrued income

Accrued interest

208 200

Due from customers under long-term construction contracts

216 425

Prepaid and recoverable taxes

549 491

Other accrued income

1 1

Total accrued income

974 1,117

Total short-term trade and other receivables

7,648 7,012

Long-term trade and other receivables

31 March 2012 31 December 2011

In thousands of euros

Loans granted (see note 15) 2,986 2,981

Long-term interest receivables (see note 15) 103 17

Other long-term receivables 46 60

Total long-term trade and other receivables 3,135 3,058

11. Inventories 31 March 2012 31 December 2011

In thousands of euros

Properties purchased and developed for resale

22,214 20,604

Materials and finished goods

159 155

Prepayments to inventory suppliers

805 805

Total inventories

23,178 21,564

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 25

12. Investment property

In thousands of euros

Balance at 31 December 2010

22,887

Capitalised development costs

638

Sales

-177

Balance at 31 March 2011

23,348

Balance at 31 December 2011

24,046

Transfer from inventories

325

Sales

-4,065

Balance at 31 March 2012

20,306

13. Loans and borrowings

31 March 2012

31 December 2011

Total Of which

current portion Of which non-current portion

Total

Of which current portion

Of which non-current portion

In thousands of euros Bank loans 19,857 5,965 13,892 22,019 7,381 14,638 Finance lease liabilities 46 9 37 49 12 37 Other loans 3,451 3,451 0 2,269 2,269 0 Total 23,354 9,425 13,929 24,337 9,662 14,675

In the first quarter of 2012, the Group settled loans and borrowings of 165 thousand euros (Q1 2011 : 876 thousand euros)

through cash transactions and raised new loans and borrowings of 261 thousand euros (Q1 2011: 505 thousand euros).

As regards non-cash transactions, the Group’s loans and borrowings were affected the most by the repayment of a bank

loan of 2,200 thousand euros, effected in connection with the sale of a right of superficies by the Group’s subsidiary

Kerberon OÜ. Growth in loans and borrowings resulted mainly from the financing of construction costs of 1,115 thousand

euros provided by the builder of the Kodukolde project.

14. Trade and other payables

Short-term trade and other payables 31 March 2012 31 December 2011

In thousands of euros

Trade payables 5,677 6,040

Miscellaneous payables 81 103

Taxes payable

Value added tax 83 143

Corporate income tax 199 210

Personal income tax 64 68

Social security tax 105 106

Other taxes 22 13

Total taxes payable 473 540

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 26

Accrued expenses

Accrued interest payables 46 3

Payables to employees 237 256

Accrued expenses from service contracts 279 649

Other accruals 137 144

Total accrued expenses 699 1,052

Total short-term trade and other payables 6,930 7,735

Long-term trade and other payables 31 March 2012 31 December 2011

In thousands of euros

Retentions payable 64 65

Interest payable 43 35

Other long-term payables 641 641

Total long-term trade and other payables 748 741

15. Transactions and balances with related parties

During the period the Group conducted transactions with or at period-end had balances with the following related parties:

1) the Group’s joint ventures;

2) companies under the control of the members of the supervisory board of Arco Vara AS that have a significant interest in the Group’s parent company – OÜ Toletum and OÜ HM Investeeringud;

3) Other related parties – companies under the control of the management board member and the supervisory

board members of Arco Vara AS (excluding companies that have a significant interest in the parent company)

and companies controlled by Viktors Savins, who has significant influence over the Group’s Latvian operations.

Transactions with related parties Q1 2012 Q1 2011

In thousands of euros

Joint ventures

Provision of loans

63 2,936

Sale of properties

0 8,309

Sale of services

1 0

Other related parties

Sale of services

1 0

Purchase of services

145 168

Settlement of other payables

309 3

Receipt of loans

63 30

Repayment of loans received

2 0

Balances with related parties 31 March 2012 31 December 2011

In thousands of euros

Joint ventures

Short-term loan receivables

67 0

Trade receivables

37 36

Long-term loan receivables (see note 10)

2,986 2,981

Short-term interest receivables

0 85

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 27

Long-term interest receivables (see note 10)

103 17

Companies that have a significant interest in the Group’s parent company

Other short-term receivables

376 376

Short-term interest receivables

119 114

Other related parties

Short-term loan receivables

234 233

Short-term interest receivables

86 84

Prepayments for inventories

445 445

Payables to suppliers

11 12

Other short-term payables

0 309

Short-term loans and borrowings

478 408

Short-term interest payables

7 3

The remuneration provided to the Group’s key management personnel, i.e. the member of the management board and the

members of the supervisory board of the Group’s parent company, for the first quarter of 2012, including social security

charges, amounted to 57 thousand euros (Q1 2011: 51 thousand euros) in aggregate.

16. Contingent assets and liabilities

Action brought by Arco Ehitus OÜ through the Ministry of Education and Research against the Republic of Estonia and action brought by the Republic of Estonia through the Ministry of Education and Research against Arco Ehitus OÜ

In 2010, Järvamaa Education Centre, a state-owned vocational educational institution administered by the Ministry of

Education and Research, and Arco Ehitus OÜ (together with OÜ Kristiine Ehitus) signed general public procurement

contract for the renovation of the Paide academic building of Järvamaa Education Centre (the Contract). Arco Ehitus OÜ

presented to Järvamaa Education Centre a letter of guarantee of 88 thousand euros as required by the Contract. During

construction, it appeared that the documents Järvamaa Education Centre had submitted to the contractor contained a

number of deficiencies and Arco Ehitus OÜ and OÜ Kristiine Ehitus cancelled the contract. In response, Järvamaa

Education Centre sent AS SEB Pank a letter of claim for payment of the guaranteed amount, i.e. 88 thousand euros.

In 2010, Arco Ehitus OÜ filed a statement of claim against the Republic of Estonia through the Ministry of Education and

Research, seeking recognition of the cancellation of the Contract and settlement of a principal claim of 889 thousand euros

and a fixed amount of late payment interest of 42 thousand euros plus further late payment interest accruing during the

judicial proceedings.

In 2011, the Republic of Estonia brought a counter-action against Arco Ehitus OÜ, seeking payment of damages of 508

thousand euros, a contractual penalty of 4 thousand euros and late payment interest of 0.0266% per day from the filing of

the counter-action until due satisfaction of the claims. Arco Ehitus OÜ has contested the claim.

The litigation is pending.

In the Group’s statement of financial position, the amount of the letter of guarantee (88 thousand euros) is recognised

within other short-term receivables. The Group considers it highly probable that the litigations will have a positive outcome.

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 28

Arco Ehitus OÜ’s claims against AS K&H and AS Tamsalu Vesi

In June 2011, Arco Ehitus OÜ and AS K&H signed a compromise agreement by which AS K&H accepted the claims

arising from two contracts between Arco Ehitus OÜ and AS K&H of 713 thousand euros in aggregate.

The parties further agreed that Arco Ehitus OÜ had no additional or collateral claims against AS K&H. Under an agreement

on the discharge and transfer of claim, AS K&H transferred to Arco Ehitus OÜ a claim of 201 thousand euros and

associated collateral claims, which AS K&H had against AS Tamsalu Vesi.

In April 2011, AS K&H signed a real right contract by which it mortgaged some of its properties under a combined

mortgage of 1,000,000 euros to Arco Ehitus OÜ.

In July 2011, Tartu County Court declared AS K&H bankrupt and Arco Ehitus OÜ submitted a statement of claim to the

bankruptcy trustee in which it requested that the claim of Arco Ehitus OÜ should be recognised in the bankruptcy

proceedings of AS K&H in an amount of 512 thousand euros.

In March 2012 an agreement was signed in the bankruptcy proceedings under which Arco Ehitus OÜ waived the

mortgages and the bankruptcy trustee and the bankruptcy committee confirmed that there was no basis for retracting or

otherwise contesting the contracts signed in June 2011 and that the transfer of claim to Arco Ehitus OÜ was valid and AS

Tamsalu Vesi has to satisfy the claim in full.

Arco Ehitus OÜ has repeatedly sent AS Tamsalu Vesi AS proofs of claim for settlement of a claim of 181 thousand euros.

At the date of release of this report, the bankruptcy proceedings are pending and Tamsalu Vesi AS has not settled its debt.

Arco Ehitus OÜ’s claims against the bankrupt Wolmreks Ehitus OÜ, OÜ Kristiine Ehitus and Plastitehase AS

In 2011 three companies, OÜ Wolmreks Ehitus, OÜ Kristiine Ehitus and Plastitehase AS against which Group company

Arco Ehitus OÜ had claims, were declared bankrupt. The total amount of claims submitted to the bankruptcy trustees is

334 thousand euros. Arco Ehitus OÜ has written all those receivables down in full. At the reporting date, the bankruptcy

proceedings were pending.

Surety granted to joint venture Arco HCE OÜ

The Group’s subsidiary Arco Investeeringute AS has agreed to stand surety for a bank loan of 1,917 thousand euros taken

by the Group’s joint venture Arco HCE OÜ. The Group’s management board has estimated the probability of the

realisation of the obligation and has made a provision extending to 50% of the surety obligation, i.e. 959 thousand euros.

Bank guarantees for construction activities

Group entities’ obligations under construction contracts and financial liabilities are secured with various guarantees and

surety bonds. Banks have issued the letters of guarantee required by customers against commercial pledges. The

guarantees expire within up to three years. The Group considers the probability of the realisation of the guarantees and

surety bonds remote. Therefore, respective provisions have not been recognised in the statement of financial position.

At the end of the first quarter of 2012, bank guarantees provided to customers to secure Group entities’ commitments

under construction contracts totalled 1,212 thousand euros and the unused portion was 293 thousand euros (at 31

December 2011 the respective figures were 620 thousand euros and 362 thousand euros). The amount of secured

commitments has increased in connection with growth in construction operations.

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Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 29

17. Events after the reporting date

On 9 April 2012, the Group’s subsidiary Arco Invest EOOD obtained a permit for use for an apartment building with 74

apartments in the Manastirski district in Sofia. Construction of the building began in April 2011; the building was completed

on time and in line with the agreed budget.

On 27 April 2012, the Group’s subsidiary Arco Investeeringute AS sold its 49.4% stake in the joint venture Bišumuižas

Nami SIA for 2 euros to the co-venturer SIA Linstow Baltic. By the transaction, the Group disposed of its interest in

Bišumuižas Nami SIA and SIA Linstow Baltic became the entity’s sole shareholder.

On 30 April 2012, an extraordinary general meeting of Arco Vara AS elected Stephan David Balkin and Toomas Tool as

new members of the supervisory board in order to replace two members of the supervisory board, Kalev Tanner and

Ragnar Meitern, who had resigned.

On 15 May 2012, the annual general meeting of Arco Vara AS resolved:

• to approve the consolidated audited annual report of Arco Vara AS for 2011;

• to transfer the net loss for the year ended 31 December 2011 of 3,381,662 euros to retained earnings;

• to elect Aivar Pilv as a new member of the supervisory board of Arco Vara AS (in order to replace Aare Tark who

had resigned);

• to appoint AS PricewaterhouseCoopers as the auditor of Arco Vara AS for a term of one year.

Page 30: Arco Vara AS...E-mail: info@arcovara.ee Corporate website: Core activities: Construction of buildings (EMTAK 41000) Civil engineering (EMTAK 42000) Specialised construction activities

Arco Vara AS Interim report for the first quarter of 2012 (unaudited)

Page 30

18. Group structure

Group’s ownership interest

Company Domicile 31 March 2012 31 December 2011

%

Service segment

Subsidiaries

Arco Real Estate EOOD1 Bulgaria

100 100

Arco Real Estate AS Estonia

100 100

Arco Vara Kinnisvarabüroo1 Estonia

100 100

Adepto SIA1 Latvia

78.5 78.5

Arco Real Estate SIA1 Latvia

78.5 78.5

Group’s ownership interest

Company Domicile 31 March 2012 31 December 2011

%

Development segment

Subsidiaries

Arco Invest EOOD1 Bulgaria

100 100

Arco Facility Management EOOD1 Bulgaria

100 100

Arco Project EOOD1 Bulgaria

100 100

Arco Investeeringute AS Estonia

100 100

AIP Projekti OÜ1 Estonia

100 100

Arco Vara Ärikinnistute OÜ Estonia

100 100

Fineprojekti OÜ1 Estonia

100 100

Kerberon OÜ1 Estonia

100 100

Koduküla OÜ1 Estonia

100 100

Kolde AS1 Estonia

100 100

Pärnu Turg OÜ1 Estonia

100 100

T53 Maja OÜ1 Estonia

100 100

Waldrop Investments OÜ1 Estonia

100 100

Marsili II SIA1 Latvia

100 100

Arco Development SIA1 Latvia

70 70

Ulmana Gatves Nami SIA1 Latvia

70 70

Arco Invest UAB1 Lithuania

100 100

Arco Development UAB1 Lithuania

100 100

Arco Capital Real Estate SRL1 Romania

100 100

Arco Investments TOV1 Ukraine

75 75

Joint ventures

Arco HCE OÜ1 Estonia

50 50

Tivoli Arendus OÜ1 Estonia

50 50

AD Saulkrasti SIA1 Latvia

35 35

Bišumuižas Nami SIA1 Latvia

49.38 49.38

Sportings Riga SIA1 Latvia

49.38 49.38

Construction segment

Subsidiaries

Arco Ehitus OÜ Estonia

100 100

AE Ehitusjuhtimine OÜ1 Estonia

100 100

Tempera Ehitus OÜ1 Estonia

bankrupt bankrupt 1 Interest through a subsidiary

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